My Pet
by BeautyAndStrength
Summary: Bilbo encounters Smaug in the vast treasure hoard of Erebor. However, there is something unusual about the dragon, something that the halfling had not expected. Scenes taken from the live action film with dialogue taken from both the book and film (animated and live action), plus some of my own stuff as well.
1. Chapter 1

CLINK! CLINK! CLINK!

"Quiet!" Bilbo pleaded in a hushed shout.

Every time a coin fell or gem was dislodged and tumbled down the cascade of treasure while creating a cacophony of unwanted noise, this was his reaction. After all, it was bad enough that he had to find the Arkenstone alone in a massive sea of gold and jewels with the dwarves never giving him a real description of what it looked like, but now he had to make sure that he didn't make a sound and wake the dragon that was presumably sleeping somewhere in the mountain. And this responsibility was made even more complicated by the fact that even the slightest clink of gold upon gold or gem would echo throughout Erebor like clanging hammers, amplified by the thick stone walls of the vast hallways.

The fact that the dragon hadn't woken and made an appearance yet was a miracle!  
 _  
Infernal dwarves!_ He cursed to himself. _Why did they have to have so much treasure to sift through? How much do they need!? Oh, why did I have to be the one to do this alone?_

Bilbo released a silent sigh and continued his endless search. He wasn't going to find the Arkenstone if he sat there and complained so he figured he'd just keep moving. He quietly trekked up the enormous piles of treasure, holding his breath as his heart thundered loudly along with the clatter of gold under his feet. Thankfully, there didn't seem to be any sign of the dragon yet, which was a relief. If he was lucky he could just find the Arkenstone quickly and get out of there without ever encountering Smaug. Yeah, sure.

Bilbo searched and searched without much luck. Leaning down, he picked up a golden chalice which unfortunately caused a slight avalanche of coins to slide down the large pile of gold. When Bilbo looked up, his entire body froze and his heart nearly stopped dead in his chest with what he saw.

It was an eye; large and covered in red scales. The dragon's eye, buried within the treasure hoard.

Bilbo didn't move a muscle. All was silent and the eye was closed which meant that Smaug was still asleep, but Bilbo wasn't going to take any chances! He dove behind a stone pillar, trying to calm his racing heart as he pressed his pack further against the cold stone. He heard the clatter and clank of gold mixed with the snorts of the dragon as its body switched and moved.  
 _  
Smaug was waking!  
_  
Bilbo tried to escape around the other side of the pillar but stopped when he saw the dragon's tail wrapped around the other side, revealing the enormous size of the beast. The hobbit quickly dove behind a pile of gold and remained completely still, listening to the ever growing sound of the dragon's movements. He reached into his pocket and pulled out the Ring, slipping it on his finger as the dragon lifted its head and started sniffing the air.  
 _  
"WELL, THIEF, I SMELL YOU. I HEAR YOUR BREATH. I FEEL YOUR AIR. WHERE ARE YOU?"  
_  
Bilbo paused, his mouth falling open in surprise and shock. That voice...It can't be! Thorin...Gandalf...Balin...no one said...Perhaps he was just imagining...No, there was no denying it! Despite the animal like growls and the monstrous sounding undertones, there was no mistaking the tone and pitch of that voice, which was higher than he had expected.  
 _  
Smaug was a female!  
_  
It was easy to tell by the feminine sound of her voice, which was a bit deep, probably an alto. Bilbo's heart started pounding harder. This was bad; so very, very bad! He may have never encountered a dragon before in his life but he had read about them enough to know that the females were even worse than the males. They were bigger, more dangerous, far more cunning and in some cases, a great deal more sensitive. Arkenstone or no Arkenstone, Bilbo was NOT going to risk his life against the wrath of a she-dragon!

He ran, ducking to avoid the dragon's massive tail that nearly took his head off. However, despite the fact that he was invisible, Smaug could still see the coins he dislodged with his feet and she gave chase, pursuing the invisible intruder. Bilbo ducked behind a large stone outcropping and leaned against it, covering his mouth to prevent his rapid breathing from being heard as the dragon continued her search of him.  
 _  
"COME NOW, DON'T BE SHY, MY PET."_ Smaug purred, her voice dropping to a tone that was menacingly sweet. _"STEP INTO THE LIGHT."_ The more she spoke, the more Bilbo could feel the skin on his back crawling. _"MMM, THERE IS SOMETHING ABOUT YOU."_ Smaug said, the sweetness in her voice suddenly replaced with a curious air. _"SOMETHING THAT YOU CARRY. SOMETHING MADE OF GOLD, ONLY FAR MORE..._ **PRECIOUS!** _"  
_  
A loud ringing reverberating through his skull! Rattling pain! A flash of fire! Oh, it hurt! It hurt so much! Make it stop! In an instant, Bilbo ripped the Ring right off his finger. The pain stopped, but the relief disappeared immediately when he looked up and found himself looking right into the enormous eye of the dragon herself that looked down at him with reflective golden irises and dark slit pupils that constricted as it scrutinized him. _"THERE YOU ARE, THIEF IN THE SHADOWS."_ Smaug said in that menacingly sweet voice of hers.

Bilbo stared up at the dragoness with a face etched in fear, hardly breathing. His heart was pounding so hard he thought it was going to collapse in on itself. It wasn't until he finally managed to will himself to breathe again that he was able to speak.

"I-I did not come here to steal from you, O Smaug the Queen of the Dragons." He stammered. "I merely wanted to gaze upon your magnificence, t-to see if you really were as great...a-and as beautiful as the old tales say." He laughed nervously. "I did not believe them."

Hearing that, Smaug cocked her head in an almost arrogant manner before pulling back and stomping off several yards away. She struck a pose, making sure that every part of her was visible to the halfling. _"AND DO YOU NOW?!"_ She asked.

From where he was, Bilbo could clearly see every intricate detail of her design. He could see the enormity of her frame, her massive bat-like wings and strong hind legs. He could see the shocking length of her elongated neck and her powerful whip-like tail. He saw every spike, every spine, every fang and claw, and every golden-red scale that covered her skin and her lighter underbelly peppered with many gold coins and multi-colored gems from her years of sleeping on her spoils. For a moment, Bilbo stared at the mighty dragoness with a mixture of awe and terror.

"Truly," He said. "The songs and tales fall utterly short of reality, O Smaug the Dazzlingly Beautiful."

Smaug once again cocked her head in that almost arrogant manner and Bilbo could have sworn he saw a sinister smirk flicker across her scaly lips. _"NOW NOW, MY PET."_ She purred. _"DO YOU REALLY THINK THAT FLATTERY WILL KEEP YOU ALIVE?"_ It was said in the form of a question, but it was clear that it was not, and the threat of her words was made even more disturbing by the ominously sweet tone of her voice.

"No-no, no." Bilbo answered quickly. Of course it wouldn't! It didn't matter how many empty compliments he threw at her, the dragon would kill him no matter what and all he was doing now was feeding her vanity!  
 _  
"NO, INDEED."_ Smaug replied in her usual sweet voice that made every hair on Bilbo's body stand on end. Then, she leaned forward a bit with an air of curiosity in her demeanor. _"YOU SEEM FAMILIAR WITH MY NAME, BUT I DON'T REMEMBER SMELLING YOUR KIND BEFORE."_ She said. _"SUCH A TINY LITTLE THING YOU ARE. WHO ARE YOU AND WHERE DO YOU COME FROM, MAY I ASK?"  
_  
Bilbo gulped slightly before turning his head a bit and spotting something peeking out from within the gold pile. It was gem, big and mult-faceted that seemed to glow with an unearthly light. The Arkenstone! For a moment he felt relief at finally having found what he came for. However, the relief vanished when he remembered where he was and looked up to see Smaug staring down at him intently. He knew that if he was ever going to get the Arkenstone and escape alive he was going to have use all his wits on this one.

"I come from...under the hill." Bilbo said, being careful to not say his true name.

 _"UNDERHILL?"_ Smaug asked.

Bilbo nodded quickly then took a glance over towards the Arkenstone which lay not that far from him. "And under the hill and over the hill my paths led." Bilbo continued. "And through the air. I am he that walks unseen."

 _"RIDDLES?"_ Smaug asked, tilting her head. _"YOU MAKE RIDDLES? HOW FASCINATING! I DO LOVE RIDDLES!"_ Her voice suddenly changed to a gleeful tone that almost seemed sarcastic. _"PLEASE CONTINUE."_

"I am the clue-finder, the web-cutter, the stinging fly." Bilbo said, feeling a bit relieved that he had found something to stall the dragon while he attempted to get the Arkenstone. Now he just needed to make sure he didn't accidentally reveal too much. "I was chosen for the lucky number."

 _"LOVELY TITLES."_ She replied. _"GO ON."_ She slowly started circling him, her eyes fixed on him with an intense and calculating gaze. Suddenly, Bilbo felt like a mouse being watched by a cat that was preparing to pounce on it.

He tried to keep his voice steady despite his rapidly beating heart. "I am he that drowns his friends and draws them alive again from the water. I come from the end of a bag, but no bag went over me."

 _"IMPRESSIVE."_ Smaug said, pausing for a moment. She then leaned down until the cavern of her mouth was inches from Bilbo's face. " _WHAT ELSE DO YOU CLAIM TO BE?"_

The stench of her breath almost knocked the hobbit off his feet. It smelled like something died in there! However, given the fact that she was a dragon it wouldn't have surprised him if that had been the case. "I am the friend of bears and the guest of eagles." Bilbo continued. "I am ring-winner and luck-wearer..." Bilbo started to feel so pleased with the cleverness of his riddles that he didn't pay attention to what he said next. "...and I am Barrel-rider."

 _"BARRELS? NOW THAT IS INTERESTING."_ The she-drake said with a toothy sneer, suddenly pulling back. Bilbo's heart nearly stopped when he realized that he probably just revealed more than he should have. Smaug drew herself up and looked straight down at Bilbo, making him feel smaller and more insignificant than he already felt. _"TELL ME, MY PET."_ She said in her usual silvery voice. _"WHAT ABOUT YOUR LITTLE DWARF FRIENDS? WHERE ARE THEY HIDING?"_

Fear clenched hard in Bilbo's chest. _She know! She knows about the others!_ No, it was just a guess. And he wasn't about to let her know that she guessed right. Somehow managing to keep his fear hidden, Bilbo squished his face up in a look of pretend confusion. "Dwarves?" He asked. "No, no, no dwarves here. You've got that all wrong."

 _"OH, I DON'T THINK SO, BARREL-RIDER."_ Smaug said, the sweetness of her voice dissolving slightly into something a bit more sinister; Bilbo wasn't sure which voice terrified him more. _"THEY SENT YOU IN HERE TO DO THEIR DIRTY WORK WHILE THEY SKULK ABOUT OUTSIDE."_

In spite of his fear, Bilbo was determined to keep up the act. "Truly, you are mistaken, O Smaug the Chiefest and Greatest of Calamities." He said.

A low growl emanated from the back of the dragon's throat. _"YOU HAVE NICE MANNERS FOR A THIEF AND A._.. _ **LIAR**_ _!"_ She said, hissing out the last word. _"DON'T TRY TO FEIGN IGNORANCE WITH ME."_

"I can assure you, your ladyship." Bilbo persisted. "There are no dwarves..."

 _"DON'T TALK TO ME!"_ Smaug suddenly shrieked. The sweet inflection of her voice was completely gone and replaced with a high-pitched screechy tone that was so loud and sudden that it practically knocked Bilbo to the ground with how terrible it sounded. _"WOULD YOU TAKE ME FOR A FOOL!? I KNOW THE SMELL AND TASTE OF DWARF. NO ONE BETTER. IT IS THE GOLD! THEY ARE DRAWN TO TREASURE LIKE FLIES TO DEAD FLESH."_ She scoffed. _"SUCH PUNY, PATHETIC, PREDICTABLE LITTLE CREATURES THEY ARE."_ Her yellow eye fell upon Bilbo as he stood almost knee-deep in the mountain of gold, looking at her with wide terrified eyes and he saw a dark sneer spread across her gaping muzzle. _"VERY MUCH LIKE YOURSELF!"_

She let out a screeching roar as she stomped her front right foot down where Bilbo was standing, nearly crushing him. Thankfully he succeeded in leaping out of the way just in time. However, the impact of her foot dislodged some of the treasure, including the Arkenstone, and sent it all sliding down the pile in an avalanche of gold. Bilbo gasped and started running down the sliding hoard, chasing after the Arkenstone. Smaug watched him for a moment before pursuing the hobbit down the collapsing sea of treasure.

 _"DID YOU THINK I DID NOT KNOW THIS DAY WOULD COME, WHEN A PACK OF CANTING DWARVES WOULD COME CRAWLING BACK TO THE MOUNTAIN!?"_ She shouted, knocking over a great stone pillar in her rage and causing it to fall and create a loud crash that reverberated throughout the mountain.

Bilbo didn't look back. He just kept on running down the pile of wealth, keeping his eyes on the Arkenstone and trying to ignore the horrifying sound of the dragon chasing him.

 _"THE KING UNDER THE MOUNTAIN IS DEAD. I TOOK HIS THRONE."_ She boasted, almost succeeding in crushing the hobbit under her foot again which he managed to avoid as he started running down a stone staircase with her close behind him. _"I ATE HIS PEOPLE LIKE A WOLF AMONG SHEEP."_

Bilbo ran after the Arkenstone, sliding down the mountainous pile of gold and gems in his pursuit of it and trying to block out the horrible things coming from the dragon's mouth.

 _"FOR I AM SMAUG!"_ She shouted. _"I KILL WHERE I WISH, WHEN I WISH AND NONE DARE RESIST. MY ARMOR IS LIKE TENFOLD SHIELDS WHICH NO BLADE CAN PIERCE!"_

As she spoke, Bilbo ran until he made it to a place where the gold piles stopped and he found himself standing on solid stone. He looked around frantically for the Arkenstone but couldn't see it anywhere. He turned around and saw Smaug stalking towards him down the enormous hill of treasure, eyeing him, her prey, like the predator she was.

 _"I AM THE SCOURGE OF EMPIRES!"_ She bragged. _"MY TEETH ARE LIKE SWORDS!"_ She sneered, showing off her fangs. _"MY CLAWS ARE SPEARS!"_ She reached up and dug her claws into the pillar she was standing next to, running them through it with an ear-splitting grind that made Bilbo cover his ears and leaving deep, massive claw marks in it. _"THE SHOCK OF MY TAIL IS A THUNDERBOLT!"_ She swung her tail which slammed into another pillar, causing it to shake violently and loose some stone debris from the top of it which came crashing down around her.

Bilbo ran and dove under a covered stone structure to prevent himself from getting crushed by the falling pieces of stone. Smaug responded to the action by snarling and bounding down the treasure hoard until she was standing on the bare patch of stone ground in front of the structure that Bilbo was hiding under, eyeing the hobbit standing in between two of its supporting pillars.

 _"MY WINGS ARE A HURRICANE!"_ She proceeded to say as she stood up on her hind legs and flapped her enormous wings, creating terrifying gusts of wind that did indeed mimic the intensity of the most powerful and violent storms. Bilbo had to cling to the nearest pillar to prevent himself from being blown away by the sheer force of it. When she was done, Smaug went down on all fours and crouched low, still eyeing Bilbo with wicked intent. _"AND MY BREATH,_ _ **DEATH!**_ _"_

Her chest glowed a fiery red that traveled up her neck and out her mouth in the form of a gigantic torrent of flame that she directed right at Bilbo! The hobbit quickly leapt behind the stone pillar he was clinging to and pressed his back against it, shrinking down as he felt the searing heat of her fire licking his body as it burst through the spaces in between the supporting pillars; thank goodness the one he was hiding behind was durable enough to shield him from the flame!

When the fire died down, Smaug pulled back and raised her head. _"SO TELL ME,_ _ **MY PET**_ _..."_ The title that she had once addressed him by with menacing sweetness was now spoken like a curse, like venom dripping from the serpent's fangs. _"...WHERE ARE YOUR RIDDLES NOW?"_

Bilbo pressed his back harder against the pillar, wanting nothing more than to disappear into the stone. His whole body was trembling and his hand was clapped over his mouth to either prevent himself from screaming, hyperventilating, vomiting or a mixture of the three. He tried so hard not to make a sound or let his fear be known to the dragoness. There was a moment of terrified silence as Bilbo waited for her to do or say something. The only sound he heard was her heavy breathing but other than that no words were spoken.

The silence was incredibly unnerving as Bilbo could only imagine what the dragoness was plotting. He turned his head a bit and his heart leapt when he saw the Arkenstone lying just on the other side of the structure. It was so close! If only he could somehow get it without being spotted by Smaug. He jumped when he heard a loud THUD come from atop the structure and realized that Smaug was no longer standing next to it. She was on top of it and waiting for him to come out so she could jump on him! Once again, Bilbo felt like a mouse that had just been cornered by a cat.

He stood completely still, trying his best to not make a sound. As much as he wanted to make a run for the Arkenstone, he couldn't risk being seen by Smaug. So he waited, at least until the dragon lost interest. Fat chance of that! Suddenly, the thick silence was pierced by the harsh and sinister sound of Smaug chuckling. It was an eerie sound that sent shivers through Bilbo's entire body despite the fact that he was sweating profusely.

 _"IT IS OAKENSHIELD, IS IT NOT?"_ She said, speaking Thorin's name as if it was the vilest word in existence. _"THAT FILTHY DWARVISH USURPER! HE SENT YOU IN HERE FOR THE ARKENSTONE, DIDN'T HE?"_

Bilbo's heart pounded in fear. Basically, Smaug had figured everything out, and it was his fault! He had been careless and didn't pay attention to what he had said to her. Did he just doom the entire quest? He might have but he wasn't about to let her know that. Anything he could do to throw the dragon off the scent would help.

"No, no, no." Bilbo said, feigning ignorance as he eyed the Arkenstone from across the way. "I don't know what you're talking about." His voice came out much higher and squeakier than he had intended. He hoped that wouldn't give him away. As he spoke he tried to sneak towards the Arkenstone but was forced to hide behind another pillar when Smaug suddenly looked beneath the structure.

 _"DON'T BOTHER DENYING IT, MY PET."_ She snarled with a trace of amusement in her tone. _"I GUESSED HIS FOUL PURPOSE SOME TIME AGO. BUT IT MATTERS NOT. OAKENSHIELD'S QUEST WILL FAIL. THE DARKNESS IS COMING; IT WILL SPREAD TO EVERY CORNER OF THE LAND."_

Bilbo frowned as he listened to her words. What did she mean by that? What darkness did she speak of? Whatever it was it made him feel uncomfortable. He stayed where he was as Smaug got down off the structure and started circling it, her head and neck moving back and forth in her usual serpentine fashion.

 _"YOU HAVE BEEN USED, THIEF IN THE SHADOWS."_ She said almost mockingly. _"YOU WERE ONLY EVER A MEANS TO AN END. THE COWARD OAKENSHIELD HAS WEIGHED THE VALUE OF YOUR LIFE AND FOUND IT WORTH NOTHING!"_

Her head was right next to the pillar he stood behind and he could smell the foulness of her breath. He had not, however, anticipated the stinging pain that cut through his chest when he heard what she said. His stomach tightened and twisted as he thought about her words. He tried to block them out, ignore them. He didn't believe them; he couldn't. They were lies, all lies! Thorin would never; he was better than that. She's a dragon; all they do is lie through their fangs! She was trying to get into his head.

"No. No. No." He said, his voice suddenly becoming firmer. "You're lying!"

Smaug did not seem the least bit deterred by his defiance. _"WHAT DID HE PROMISE YOU? A SHARE OF THE TREASURE?"_ She let out a humorless laugh. " _AS IF IT WAS HIS TO GIVE. I WILL NOT PART WITH A SINGLE COIN. NOT...ONE...PIECE...OF IT."_

At that moment, Bilbo heard the familiar THUD as Smaug got back on top of the structure. Bilbo looked over and saw the Arkenstone lying just outside the safety of the covering. It was a risk but if he was going to get the Arkenstone this might be his only chance. Not even thinking twice, he took it!

In an instant, he made a run for the Arkenstone. Before he could get his hands on it, however, Smaug spotted him and let out a roar as she whipped her tail into the pile of gold where he was standing, sending him, the Arkenstone and several pounds of treasure flying. Before he knew it, Bilbo found himself tumbling along the cold stone ground right before his body collided with another pillar. He shakily got himself up then looked up at the now angry dragoness as she stood in between that structure and another structure with her front paws on either side, glaring down at him.

 _"THERE IS NOWHERE YOU CAN RUN!"_ She growled, grinning triumphantly when she saw him looking around frantically for an escape route.

Bilbo looked up at her terrified. As his wide eyes scanned her enormous body they suddenly fell upon her underbelly and he saw something on her left breast that he hadn't seen before. Amidst the gold coins and fine gems that created the mosaic of her sparkling coat of treasure there was a bare patch where a scale appeared to be missing. Bilbo's heart leapt in his rib-cage as he thought about what Bard and Bain had said concerning Girion and his face-off against the mighty dragoness all those years ago.

"So it's true." He whispered to himself. "The black arrow found its mark."

 _"WHAT DID YOU SAY?"_ Smaug snapped.

Bilbo started when he realized that she must have heard a little of what he said. He hastily got to his feet as he tried to once again throw the dragon off the scent. "Uh, uh, I was just saying that your reputation precedes you, O Smaug the Empress of Destruction." The dragon's eyes narrowed as she watched him slowly begin to back away. "Truly, you have no equal on this earth."

When he finished speaking, he looked down and saw the Arkenstone laying not that far from his feet. He gazed at it for a moment, fighting the overwhelming urge to run forward and grab it. Suddenly, a dark laugh erupted from the Smaug's throat, causing Bilbo to jump at the suddenness of it.

 _"I'M ALMOST TEMPTED TO LET YOU TAKE IT."_ She said with an air of evil delight ringing through her voice that made Bilbo's joints clench with dread as her eyes moved from the Arkenstone and back to him. " _IF ONLY TO SEE OAKENSHIELD SUFFER, WATCH IT DESTROY HIM, WATCH IT CORRUPT HIS HEART AND DRIVE HIM MAD!"_

Bilbo listened, panting heavily as he stared into those large, hypnotic yellow eyes of hers that seemed to glow with wicked glee, too scared to even look away. Suddenly, all that amusement and delight in her eyes melted away, dropping like a mask and revealing something else, something far more horrifying. In its place Bilbo saw insanity, a madness spawned from rage and greed which sent his body and mind into the first stages of panic.

 _"BUT I THINK NOT."_ Smaug said darkly as she began to rear her head back. _"I THINK OUR LITTLE GAME ENDS HERE. SO TELL ME, THIEF, HOW DO YOU CHOOSE TO DIE?"_

It was a question she intended to answer for him as she lunged forward with her massive jaws wide open, ready to eat the hobbit whole. In a split second Bilbo slipped the Ring on his finger and disappeared, leaping out of the way just as Smaug clamped her jaws shut around the empty space where he once stood. Realizing that he had vanished again, Smaug angrily pulled her head back and roared as she unleashed another gigantic torrent of flame from her mouth right in the direction where she guessed Bilbo was. Thankfully the halfling just barely succeeded in dodging the fire as he ran unseen by the dragoness, running up the stone staircase and trying to get as far away from her as he possibly could.

He made it to a hallway and pulled the Ring off as he collapsed against a wall in exhaustion, all the while cursing at himself for being so stupid.

Every man knows that there are two things they should NEVER do in their life if they wish to remain alive.

One is to laugh at a live dragon.

The other is to anger a woman.

And Bilbo just succeeded in doing both in one sitting!

"Bilbo, you fool!" He scolded himself as he turned and continued running down the enormous hallway while Smaug's roars of rage echoed in the distance.

* * *

 **This is my first attempt at genderbending Smaug. How did I do?**

 **I honestly have no idea how Tolkien's dragons differ between the males and the females. I just adopted the idea that they are similar to spiders and mantises where the females are bigger and more aggressive than the males.**

 **My voice claim for female Smaug is Tilda Swinton. Unless you guys have someone else in mind.**

 **Anyway, there might be a part 2 to this where I will do the bits with the dwarves. Do you think I should?**


	2. Chapter 2

**Like before, scenes are taken from the live action film with some of my own touches added in.**

* * *

Bilbo could hear Smaug's roars echoing though the stone halls behind him and every time that terrifying sound rattled violently through his chest it jump-started his heart into a panicked frenzy, causing his pace to increase more each time it happened.

He didn't even dare to look back lest he slow down. He didn't need to look back anyway; he knew that Smaug was chasing him and even worse, he realized that she now knew his scent and could easily track him!

Bilbo's feet pounded frantically against the stone steps as he practically tripped running up them to get to the exit, wanting nothing more than get out of Erebor and as far away from the dragon as he possibly could. His eyes kept darting from the steps in front of him, to prevent himself from tripping, to looking up ahead, to make sure he was going the right way. He was almost to the top when he looked up and saw...Thorin?!

No doubt, it was Thorin! The dwarf was standing in front of the overhang that Bilbo had passed under before, looking around for something. Bilbo felt a small burst of relief at seeing his friend there. However, the terror he felt due to the angry dragoness that was now chasing him through the kingdom prevented him from having the desire to stop and tell Thorin what had just happened.

Upon hearing the halfling's approaching footsteps, Thorin turned and looked at him in shock. "You're alive!" He exclaimed.

"Not for much longer!" Bilbo said quickly, not bothering to stop. He ran to the top of the stairs and attempted to pass Thorin, but the dwarf stopped him.

"Did you find the Arkenstone?" Thorin asked.

"Thorin, there's no time for this!" Bilbo said, starting to feel panicky.

"Did you find it?" Thorin repeated in a more demanding tone.

"Thorin, please!" Bilbo pleaded. "The dragon's coming and she's going to kill us when she does!"

The hard look on Thorin's face switched to a look of surprise. " _She_?" He asked.

"Yes, _she_!" Bilbo practically shouted with impatience. "Smaug is a female! You never told me the dragon was a female!"

"I didn't know." Thorin answered.

"Well, now you do." Bilbo replied. "And in case you also didn't know, female dragons are worse than males! They're bigger, more aggressive and..." He cut off and started waving his arms in front of himself dismissively. There was no time for lectures! "...never mind! We've got to get out of here now!"

He tried once again to pass Thorin but the dwarf still blocked his path. "The Arkenstone, Bilbo? Did you find it?"

Bilbo stared at Thorin and a tense silence fell over them both. Bilbo realized that he was not going to get out of having to answer the question and he contemplated whether he should answer truthfully or not.

"No." He lied. "We have to get out."

Bilbo tried to pass Thorin again but was stopped by his sword which was suddenly swung across the halfling's chest, blocking his path. Bilbo looked down at the blade, slightly confused. His confusion turned to shock and alarm when he looked up and saw the dark expression on Thorin's face. Bilbo's eyes widened and he began to back away, stumbling a bit as Thorin pointed the tip of the sword directly at his chest.

"Thorin? Thorin!" He said, trying to get his friend to listen.

Thorin's face, however, was as hard as steel and his eyes were as cold as ice, blank of any emotion. Bilbo's heart was pounding like a drum against his rib-cage as he stared wide-eyed at Thorin, stunned by what was transpiring at the moment. Suddenly, Bilbo could hear that voice in his head; that silvery, menacingly sweet voice mocking him:

" _...HE HAS WEIGHED THE VALUE OF YOUR LIFE AND FOUND IT WORTH NOTHING!"_

The dragon's voice rang as clear in his ears as if she was right there in the room with them. Bilbo tried to silence it but found that proved difficult to do considering what was happening at the moment. The hobbit stared terrified and helpless at Thorin, unable to say anything to get him to listen. Just then he saw movement out of the corner of his eye and looked to see the dragon herself approaching several yards behind Thorin over the mountain of treasure.

Thorin reacted to Bilbo and turned to see Smaug approaching, his sword all but dropping from his hand. Smaug's eyes widened with recognition when she spotted Thorin and both the hobbit and the dwarf heard the poisonous growl that rumbled up from her throat. Just then, there was a loud chorus of shouts and Bilbo suddenly found himself surrounded by the rest of company, all of them having followed their king into the mountain. The dwarves stopped dead in their tracks and their cries ceased when they saw the dragon. Smaug let out a roar and charged at them, her chest glowing a fiery red.

" _YOU WILL BURN!"_ She screamed.

All the dwarves looked at each other in shock and confusion for a moment. However, whatever kind of questions they may have had were quickly cast to the side when Smaug unleashed an enormous torrent of flame right in their direction! They all leapt off the stairway and Bilbo found himself and the others tumbling down the treasure hoard. Before the halfling knew it, Dori grabbed him and dragged him through another tunnel along with the others that led into another room. Just then, Bilbo heard cry and turned to see Thorin come running in from the tunnel with his outer coat ablaze. The others tried to help him as he fell to the ground and rolled, extinguishing the flame and discarding the coat before jumping to his feet again.

"Come on!" He ordered.

Bilbo gave Balin a look before following Thorin and the others out of the room as Smaug roared in the distance. They ran for a few minutes before they stopped in another tunnel to catch their breath.

"I think we're safe for now." Gloin panted.

"Thorin?" Dwalin said. "When-when the dragon spoke...did I hear that correctly? Smaug is a..."

"Female?" Thorin said, finishing his question. "It appears so."

"That thing is a _she?_ " Nori asked.

 _ **"That's disturbing."**_ Bifur said. Bombur nodded in agreement.

Bilbo looked at the dwarves with a frown. "You mean to tell me that none of you knew that Smaug was a female before this?"

"Well," Balin said. "The last time we encountered her, lad, she was attacking Erebor. We didn't exactly have the opportunity to talk to her and find out."

"Well, you know now." Bilbo replied. "On that subject, I think it's best that we get out now! Even with the lot of us, we are still outmatched. Female dragons. from what I've read, are bigger and much deadlier than their male counterparts. We're as good as dead if we stay."

"The lad's right." Balin said. "At this point our survival is more important. We must get out."

Everyone looked at Thorin for the answer. The dwarven leader appeared hesitant. They all knew that he was reluctant to just leave after everything they went through to get there. He was even more reluctant to show defeat and run away from the enemy that took his home from him.

"We will do as Master Baggins says." Thorin said after a long pause. "We will find a way out."

Everyone else slowly nodded in agreement as Thorin led them out of the tunnel, just narrowly getting caught by Smaug in the process.

* * *

The company attempted to escape through the guardroom but arrived there to find the exit blocked by a landslide of stone and the floor littered with the rotted corpses of their kin after they were sealed in that room and left to die all those years ago. It looked like their only means of survival had been lost, but Thorin refused to give up.

"We make for the forges." He said.

"She'll see us, sure as death." Dwalin said.

"Not if we split up." Thorin replied.

"Thorin, we'll never make it." Balin said.

"Some of us might." Thorin said. "Lead her to the forges. We kill the dragon! If this is to end fire, then we will all burn together!"

* * *

They led the dragoness on a merry chase, splitting up in separate groups and leading her in every which way until they made it to the forges. However, when they got there, they discovered yet another problem.

"The plan's not going to work." Dwalin said. "These furnaces are stone cold."

"He's right." Balin said. "We have no fire hot enough to set them ablaze."

Thorin turned and looked towards the pit where the dragon was approaching from and a small smile graced his lips.

"Have we not?" He said. He ran and stood between the bars that separated them from Smaug as she emerged from the pit. "I did not look to see you so easily outwitted!" He shouted at the dragoness in a taunting voice.

Bilbo and the others watched him in confusion and fear. "Thorin, what are you doing?!" Bilbo asked in an almost squeaky sounding voice.

Thorin ignored him. "You have grown slow and fat in your dotage!" He continued to shout as he taunted Smaug. The dragoness turned and looked at Thorin with a mounting rage glowing in her eyes.

"Thorin! Are you mad?!" Bilbo shouted. Everyone knows the stupidest thing one can do is insult a dragon, especially if the dragon is a female. However, there was nothing he could say to stop Thorin from dropping the last insult.

 _"Slug!"_ Thorin snarled.

Smaug growled and her chest started to glow ever hotter.

"Thorin!" Bilbo squeaked.

Thorin turned and looked at them. "Take cover. Go!" He quickly dodged behind one of the pillars and the company soon joined him as Smaug's rage reached its peak.

 _"WRETCH!"_ She shrieked as she unleashed her flame in their direction.

Thankfully the pillars they were standing behind shielded them from the fire. Just as Thorin had hoped, the flames hit the furnaces and set them ablaze. Now, it was time to put Thorin's plan into action.

~Time skip~

Bilbo ran as fast as his little legs could carry him until he ran through a doorway into an enormous hallway with massive banners on the walls; the Gallery of the Kings. After battling Smaug in the forges, Thorin informed the company that this was what he wanted them to do.

 _"Lead her to the Gallery of the Kings!"_

That's exactly what Bilbo had done. No sooner had he entered the Gallery then the wall behind him exploded as Smaug came bursting through it. Bilbo frantically ran in several directions trying to avoid the falling stone debris. However, one of the massive banners came loose and fell on top of him, knocking him to the ground.

After regaining his ability to breathe again Bilbo slowly peaked out from under the banner and saw the she-drake standing several yards away at the other end of the enormous hallway. She turned and looked at him, panting angrily after her ordeal in the forges and Bilbo could almost see smoke shooting from her nostrils.

 _"YOU THINK YOU CAN DECEIVE ME, BARREL-RIDER?"_ She snarled.

The tone of her voice was so dark it made Bilbo shutter and his whole body went stiff. Yet, he did not move or look away.

 _"YOU HAVE COME FROM LAKETOWN."_ She continued. _"THIS IS-IS SOME SORT OF SCHEME HATCHED BETWEEN THOSE FILTHY DWARVES AND THOSE MISERABLE CUP-TRADING, TUB-THUMPING LAKE-MEN! THOSE SNIVELING COWARDS WITH THEIR LONGBOWS AND-AND BLACK ARROWS!"_

There was a flicker of fear in her voice when she mentioned the Black Arrows that made the hobbit frown.

 _"PERHAPS IT IS TIME I PAID THEM A VISIT."_ She said as she turned and made her way to the exit. It didn't take a genius to figure out what she had in mind.

Bilbo gasped and immediately felt a whole new kind of fear; not for himself but for the people of Laketown. He couldn't let them be killed by the dragon. They were innocent! They didn't deserve that fate! Suddenly emboldened by this new fear, Bilbo scrambled out from under the banner and started running towards the dragoness, rather than away from her.

"This isn't their fault!" He shouted. "Wait! You cannot go to Laketown!"

Smaug paused for a moment before turning and looking down at Bilbo.

 _"YOU CARE ABOUT THEM, DO YOU?"_ She said as she leaned down closer to the halfling, who stopped dead when he saw the wicked smirk on the dragon's lips and realized that he had once again revealed something he shouldn't have. _"GOOD. THEN YOU CAN WATCH THEM DIE!"_ She turned and once again headed to the gate. _"WHEN I RETURN YOU WILL BE THE FIRST ONE I'M GOING KILL, MY PET!"_

"No!" Bilbo shouted in horror as he watched the dragoness advance towards the gate.

Just then there came a yell from the other end of the hallway and Smaug stopped in her tracks. Bilbo looked over and saw a large stone structure that bore the image of a dwarf. Standing on top of the structure was Thorin and Bilbo realized that it was him who had shouted before.

"Here, you witless worm!" Thorin called, taunting Smaug. A growl rose from the dragon's throat. "I'm the one you want, you overgrown cow!" He shouted.

Smaug growled again before turning and looking at Thorin. _**"YOU!"**_ The word fell off her tongue like acid that dripped on the floor and burned a hole through the stone; Bilbo could almost hear a sizzling sound as it did.

"I am taking back what you stole!" Thorin challenged.

For a moment there was silence as Smaug stared at Thorin without a word. Bilbo watched from an adjoining hall and waited for the dragoness to respond. Suddenly, he saw a smirk spread across her face.

Then, Smaug began to laugh.

It started out low; a deep, dark chuckle through the nose. Then it got louder as her lips parted in a wide, devilish grin. It continued to increase in volume and become more maniacal until it reached its peak in the form of a condescending, psychotic cackle. It was a devastating and horrid sound that shook the very foundation of the mountain itself and seemed to tear through Bilbo's entire body, knocking the breath right out of him.

All the dwarves, who were standing unseen by Smaug right behind the stone structure and holding it together with chains, all looked at each other in fear at the terrible sound. If any of them had been able to see Thorin at all, they would have seen the hard, determine look on his face falter a bit at the sound of the dragon's laugh.

 _"YOU MISERABLE LITTLE INSECT!"_ Smaug sneered. _"YOU WILL TAKE NOTHING FROM ME! TELL ME, HOW MANY OF MY KIND HAVE_ _ **YOU**_ _KILLED?"_

Thorin was silent.

 _"AND YOU WOULD CHALLENGE ME?"_ She continued. _"I, WHO TORE DOWN YOUR WALLS AND TRAMPLED YOUR PEOPLE UNDER MY FEET LIKE DUST?"_ She let out a roar and dug her claws into the nearest pillar with an ear-splitting grind that forced Bilbo to cover his ears as she slowly started stalking towards Thorin. _"I, WHO LAID LOW YOUR WARRIORS OF OLD?! YOU...ARE A_ _ **SPECK**_ _IN COMPARISON!"_ The amusement that was in her voice before dissolved into a tone of proud anger. _"YOU ARE NOTHING! YOU HAVE ALWAYS BEEN NOTHING! AND YOU WILL DIE AS NOTHING!"_

Thorin's jaw clenched and his icy blue eyes widened slightly as the enormous dragoness got closer.

 _"I TAKE WHAT I WANT WITH FIRE AND RUIN!"_ Smaug bragged as she stopped in front of the stone structure. _"I INSTILLED TERROR IN THE HEARTS OF MEN!"_ She stood on her hind legs and placed both her front paws on either side as she lifted her head up until she was at eye level with Thorin. _"I AM_ _ **QUEEN UNDER THE MOUNTAIN!**_ _"_

There was another silence as Thorin and Smaug looked each other deep in the eyes while her chest started to glow red hot. Everyone else waited with bated breath for Thorin to finally say something in response.

"This is not your kingdom!" Thorin said at length. "These are dwarf lands, this is dwarf gold, and we will have our revenge!"

Thorin pulled the rope he was holding onto and shouted something in Khuzdul, signaling the others. The rest of the company all pulled on the chains and pulled the pins out of the stone structure. Smaug reared her head back in confusion as piece by piece the structure fell apart to reveal the solid gold statue of a dwarf king. Bilbo stared at the statue in awe. Is that what Thorin had planned? Bilbo wasn't quite sure what the purpose of it was really.

There was another silence as Smaug stared at the golden statue, her eyes wide with desire and awe and not even paying attention to Thorin as he hung by a rope right next to the statue. Suddenly, one half of the statue's face started to warp before exploding into liquid since the molten gold had not yet solidified. Smaug roared in anger and confusion as the statue rapidly began to melt and the burning hot liquid started to cover her. She tried to get out of the way but she was unable to before the molten gold knocked her down and quickly encased her. Very soon, her cries of anger and pain were drowned out by the gold as it completely consumed her and she disappeared under the surface.

All that remained was an enormous lake of gold in the middle of the hallway that was several feet deep. The surface was still and not a sound was heard. The company held their breath and waited for something to happen but all was quiet and they began to smile with joy. It looked like Smaug was finally gone.

But that soon proved to be a false hope.

The surface of the gold suddenly exploded as Smaug burst out with roar. She was covered in molten gold from head to foot and flinging her head back and forth, screaming in agonized pain, like a deranged madwoman. It was a wretched sound that rattled everyone to their core.

 _"REVENGE!?"_ She shrieked. She turned and looked at Thorin, her yellow eyes wide with pain and rage. _"REVENGE!? I WILL SHOW YOU_ _ **REVENGE!**_ _"_ She then turned and ran for the gate, not stopping for anything or anyone.

"No!" Bilbo shouted as he ran after Smaug.

Unfortunately the dragoness was so much bigger and faster than he was. He watched helplessly as she smashed her way through the front gate and took off into the air. He ran out of the destroyed doorway and ran to the edge, panting as he fell to his knees and watched the she-drake fly off towards the helpless town.

In Laketown the people all looked up and saw the fire of the dragoness and heard her roar as she descended upon them from the mountain.

" _I AM FIRE! I AM..._ _ **DEATH!**_ _"_

Bilbo watched helplessly in horror, and remorse.

"What have we done?"

* * *

 **Here's part 2, as promised. I have considered doing a part 3 when Smaug attacks Laketown but I'm not sure. It would most likely be really short and taking Bilbo out of the picture would eliminate the "My Pet" quote. However, I would have so much fun coming up with ideas for the confrontation between Smaug and Bard. *rubs chin thoughtfully***

 **I chose to skip through the part with the forges since I wanted to mainly focus on the scenes when Smaug interacts verbally with another character. Plus, this story was long enough without it and I found it tedious to write that whole scene here.**

 **My ideas for Smaug's laugh would be that it sounds a bit like Maleficent's laugh in Sleeping Beauty. Or maybe like a female version of Vincent Price's laugh at the end of the Thriller video.**

 **Anyway, unless I decide to write a part 3, thanks for reading! I hope you enjoyed it!**


End file.
